The Company has stipulated its policy on corporate governance by emphasizing on the control and internal audit system and corporate governance of Management to efficiently following its policy. This is for long term benefits of shareholders, including transparency on business operations, information disclosure and with proper risk management as well as social and environment responsibility for sustaining development.
In 2017, the Company has been continuously granted the Very Good CG Scoring and Top Quartile Companies by Market Capitalization from Thai Listed Companies Good Corporate Governance Survey Year 2017.
The summary of corporate governance practices in 2017 is as follows:
The Company’s Board of Directors stipulates policy on good corporate governance in a written format and considers reviewing a good corporate governance policy and code of conduct manual for the Company Group. Follow up on evaluation of policy compliance is set to at least once a year. The Company publishes manuals to Directors and employees for references and practices and announced in the Company’s intranet.
At the Board of Directors Meeting No. 1/2017, 4/2017 and 1/2018 held on February 22, 2017, November 14, 2017 and February 21, 2018, respectively, there was the consideration, review, revisal and approval of the good corporate governance policy and code of conduct manual for the Company Group as well as monitoring and evaluating the implementation of such policies. The Board of Directors recognizes its role as the governing body of the organization and more than half of its Directors have studied the CG Code and understand the benefits and best practices in creating value for the business in a sustainable manner. They are also equipped to assess compliance with CG Code practices to ensure that each of the CG Code principles can be put to use, or have plans to develop such practices for the business.
In addition, the Company has followed the principles of good corporate governance in accordance with Corporate Governance Code for listed companies 2017, which is determined by the Securities and Exchange Commission to cover good corporate governance for listed companies on the Stock Exchange of Thailand. There are 5 areas covered, including:
- Shareholder Rights
- Equal Right to Shareholders
- Rights of Stakeholders
- Information Disclosure and Transparency
- Responsibilities of the Board of Directors and Sub-Committees
The Company stresses the importance of respecting the shareholders’ right by following regulations as stipulated by law. In 2017, the Company had Annual General Meeting of Shareholders on April 5, 2017. All Directors attended the meetings except General Pairoj Panichsamai due to personal commitments (The details of the Company’s Board of Directors attendances are listed in the minutes of the shareholders’ meeting).
The Company encourages and facilitates shareholders and investors to participate in shareholders’ meeting by seeking the meeting place where is accessible and sufficient public transports are provided.
The Company has policy on equal treatment of shareholders by realizing on the importance of shareholders’ right on sufficient and timely information disclosure. Concerning shareholders’ meeting, the Company will issue an invitation letter for meeting which includes details on different meeting’s agendas at least 7 days prior to the meeting date as stipulated by law.
In 2017, Thailand Securities Depository Co., Ltd., which is the Company’s registrar, distributes the invitation letter for the meeting to shareholders at least 7 days or 14 days prior to the meeting date as stipulated by law.
In 2017, the Company had distributed the invitation letter for the meeting which included details on different meeting’s agendas prior to the meeting date as stipulated by law, and each agenda contained principles and reasons, and suggestions of the Board of Directors. Moreover, the Company also published the invitation letter for shareholders’ meeting and supporting documents in Thai and English language at the Company’s website on http://www.rs.co.th/investor.html at least 30 days before the meeting date and the Annual Report was posted on the Company’s website at least 7 days before the meeting date, as to facilitate rapid access for shareholders. For the minutes of the meetings in 2017 were posted on the website within 14 days after the meeting. Prior to the start of meeting, the Chairman of the meeting had authorized the Company Secretary to explain voting procedure to the meeting, and during the meeting, the Chairman gave equal opportunity to shareholders in asking additional questions and making suggestions prior to vote casting in each agenda. Using voting paper in case of important agenda was given for transparency and accountability. The minute of the meeting was written correctly and completely within the specific timeframe as stipulated by law, and had good filing system for shareholders’ checking.
In 2017, the Company has provided the shareholders more than what is stipulated by law such as publishing important and updated information through its websites, and not curtailing the shareholders’ right on the Company’s information that had to be disclosed by regulations. Concerning the meeting, no additional meeting agenda, or changing of important information would be conducted without prior notification to shareholders, including additional important information would not be distributed abruptly in the meeting, and not limiting shareholders’ right to come in late for the meeting etc. During the meeting, the Chairman gave equal treatments to shareholders to ask questions, giving ideas, and making suggestions on operating results of the Company. Moreover, shareholders were given rights to send their questions before the meeting date through the Company’s websites, or by mail to the Board of Directors. Thus, rights given to shareholders and supporting shareholders to exercise their rights were in accordance with good corporate governance policy.
For shareholders who cannot attend the meeting, the Company proposes proxies to be given to the Independent Director, who is the Chairman of Audit Committee, to vote on their behalves in the meeting. In the 2017 shareholders’ meeting, there were 70 shareholders who gave proxy to the Chairman of the Audit Committee.
On December 1, 2017, the Company published information through its websites for minority shareholders to propose agenda for the general meeting of shareholders. This included clear regulations in advance for consideration on additional agenda for minority shareholders to make proposal. The Company also regulated procedures for minority shareholders to propose candidate for consideration as a Director and including supporting information on qualifications and consent of the proposed candidate. However, there was no any agenda and candidate for a Director proposed to the general meeting of shareholders.
The Company has conducted the measure in a written statement to prevent Directors, Executives, staff members and employees from abusing insider information in the interests of their own or their related parties. By this measure, the Company’s Directors, Executives, staff members and employees are required to report a transaction that may cause a conflict of interest between themselves and their related parties via the designated law office to screen and forward such report to the Board and the Board is fully authorized to make a decision on any transaction, which may cause a conflict of interest, for the Company’s overall benefit. The Company’s Directors and Executives with their interests in any transactions shall be banned from participating in a decision making process on those transactions, as disclosed in Monitoring Internal Use of Internal Information; moreover, related party transactions shall be made in accordance with relevant requirements established by Stock Exchange of Thailand, as detailed in the topic of Measures or Steps of Approval in Related Party Transactions. The certain policy has been implemented since the year 2008 for banning Directors and top Executives* from trading the Company’s shares within 3 weeks before the publication of financial statements and 2 days after the disclosure.
The Company regulates in prohibiting the using of opportunity or information given by Director, Executive or employee for their own benefits, or conducting business competition with the Company, or with related business. This includes using of inside information for the Company’s stock trading. All regulations have been listed in the code of conduct manual, and discloses in the topic of using of internal information.
Remark * means Executive as per definition of the Securities and Exchange Commission (SEC) who is responsible for changes in shareholding as stipulated by law.
The Company recognizes the importance of rights for all groups of stakeholders both internal stakeholders such as employees, the Company’s and its subsidiaries’ Executives, or external stakeholders such as competitors, creditors, government agencies and other related parties. The Company realizes the importance of encouragements from stakeholders especially from communities and society (Example is listed in the topic of Role and Social Responsibility and Human Resources Development Policy). Regulations and procedures are in written format, including rules on disciplinary punishment, so that there will be guideline procedures for related persons e.g. Directors, Executives and employees of RS Group to follow when performing duties for the Company with honesty and ethics towards the Company and groups of stakeholders. The details of the Company Group’s code of conduct manual which covers business operation’s and employee’s code of conduct are as follows:
Responsibilities toward social and environment
The Company has the policy to conduct its business for the benefits of the economy, society and environment by considering its duties and responsibilities towards the nation, society and environment. The businesses shall be operated and controlled completely under the laws and regulations. The Company shall adopt the business knowledge and experiences to improve the projects which are beneficial to communities. For environment side, the Company ensures not to operate the business with the negative impacts to environment covering e.g. energy control in the office, water usage, renewable resources uses and greenhouse gas emission, including determinations to press on developing trends for social quality and environment by cooperating with government agencies and communities. Responsibilities toward social and environment must be whole heartedly and consistently promoted to all levels of employees and staff on becoming good citizens who make beneficial contributions toward communities and societies. Employees shall be supported to jointly participate in constantly creating activities for communities and societies in order to create good corporate culture in the future. By reviewing, evaluating, and following up consistently on the Company’s long term progress are to ensure that policies on social and environment shall be executed as planned. Also, the Company has promoted the campaign of efficient use of resources e.g. paperless campaign by use of both sides of a piece of paper, surfing Internet and using e-mail; and energy saving by turning off air-conditioner and electricity during break time. The Company also provides information and promotes campaigns that recognize efficient use of resources (Example is listed in the topic of Role and Social Responsibility and Human Resources Development Policy).
The Company is committed to providing quality products and services to its customers in compliance with the law and relevant standards, taking into account health, safety, fairness, customer privacy and after-sales service over the lifetime of the products and services. It also tracks customer satisfaction to improve products and services, including responsible advertising, public relations and promotions, without causing misunderstanding or misleading customers. The Company is also responsible for strict compliance with agreements, including having agencies to offer services, take care of, clarify doubts and solve problems for customers.
The Company is run with a good and efficient expertise. The current and future risk is carefully assessed for the benefit to shareholders and controlled to be certain that the operational results and financial situations of the company as well as information to shareholders are completely disclosed.
Staff and Employees
The Company treats its staff and employees as valuable attributes. Thus, the value of the staff and employees is an important issue, one that is compliant with the law and relevant standards. The Company treats its staff and employees with fairness and respect for human rights in compliance with the law and relevant standards. The Company provides appropriate benefits for its employees that are no less than that which is specified by law. It also provides rewards and other benefits that are fair and aligned with each employee’s knowledge, abilities, responsibilities and individual performance which are in line with the Company’s performance in the short term. Such benefits include a salary, bonus, and provident fund. This is consistent with the Company’s long term performance measures, including Key Performance Indicators (KPI) and comparable compensation in the same industry. Also, the RS Group always focus on maintaining health, hygiene, safety and a good working environment to keep the lives and property of employees safe and secure. Training and knowledge acquisition, capacity development, promoting advancement, providing the opportunity for employees to develop skills in other areas and adhering to labor laws are also key factors. In addition, the Company organized health checkup for employees as well as arranged for life insurance, health insurance and regular safety inspections of the workplace.
The Company’s Board of Directors also considers and approves the policy concerning safety, occupational health and environment in the workplace.
The Company supports knowledge training for its employees, Directors and Executives (Example is listed in the topic of Social Role and Responsibilities, and Human Resources Development Policy).
Suppliers and Creditors
The Company is committed to honesty and fairness to its suppliers, taking into account the best interests of the Company. There is a process to ensure fairness in procurement and agreement terms, based on fairness in compensation for both parties. There is to be an avoidance of bias or situations that cause conflicts of interest, as well as adherence to and compliance with agreements, terms of an agreement and obligations towards suppliers and creditors. This includes helping to impart knowledge, developing capacity, elevating products and services to meet standards, and ensuring that partners respect human rights and treat their workers fairly. There is also a focus on social and environmental responsibility, as well as monitoring and evaluating partners to develop a sustainable business. If the case where compliance with the terms of an agreement is not possible, the Company will inform the creditors in advance, to jointly access the situation and find solutions. This also includes anti-corruption and anti-bribery payment to obtain benefit for the Company’s business (Example is listed in the topic of Policies on Anti-Corruption).
The Company’s criteria for selecting suppliers/vendors/outside service providers is as follows:
- Quality of Product and Service
- Ability, Specialization, Expertise and Experience
- Trading Policy
- Business Reputation
- Financial Status
The Company supports a competition policy, and free and fair trade, including treating competitors professionally. Business is conducted openly and in a transparent manner, without creating unfair competitive advantages.
The Company is engrossed in doing the rightful things and performing its duties with honesty and straightforwardness in accordance with legislations and regulations. This conduct is applied to any activities and decision-making. The company operates its business with honesty and takes into account the influencing risks.
Equality and Human Rights for All Parties Concerned
The Company neither hinders or withholds the privileges from, nor discriminates against any persons who are different in races, nationalities, religious, genders, age, or education, including non-involvement on any human rights infringement.
The Company has the policy on non-violation of any copyright.
The Company’s Board of Directors reviews and makes improvement on code of conduct manual of RS Group at least once a year. In 2017 and 2018, the Company’s Board of Directors meeting No. 1/2017, 4/2017 and 1/2018, has reviewed, improved and approved RS Group’s code of conduct manual and published on the Company’s intranet. It includes information on new employee’s training for all employees’ acknowledgement, and controlling process for strict compliance on the code of conduct.
The Company has had the policy that Directors, Executives and staff members at all levels are required to strictly observe and follow the best practices described in the Group’s code of conduct manual. In the past year, the Company and the subsidiaries had no legal dispute that significantly affected the Company’s business or posed negative effects on the Group’s assets of which its overall value, as at December 31, 2017, was higher than 5% of shareholders’ equity. The Company and the subsidiaries had no legal dispute arisen from an out-of-the-ordinary course of business of the Group either.
The Company has anticipated in sharing the development mechanism with stakeholders in strengthening operating results of the Company. This is to build business security with information transparency, listening to comments, complaints, or suggestions (except the appeals regarding fraud or misbehaved employee in the organization and the additional information is listed on Policies on Anti-Corruption) either from employee and stakeholder via the Executives, Internal Audit unit, Investor Relations unit, Company Secretary or Audit Committee as to pass to the Board of Directors through website at http://www.rs.co.th/investor.html or through telephone numbers at +66 2938 4307 and +66 2511 0555 ext 1496 or direct to the stated units above. All information will be collected and checked through the Company’s stipulated process and will be reported to the Board of Directors.
Complaint of financial and accounting reports, internal control, risk management, compliance with law and code of conduct can be done through the Company Secretary who receives and summarizes all topics, and quarterly submits to the Audit Committee and Board of Directors. The Company gives importance to the secrecy of information received in order to build confidence to sender, and complaint will only be known to assigned and related persons.
The Company gives the importance to efficient internal control system on the management and operational levels, by clearly stipulated the employee and management’s operational authorizations. Assets’ usages are controlled, and responsibilities of operator, controller, and evaluator are separated from each other to create suitable check and balance system. Moreover, there is internal control on the financial system with systematic reporting direct to the designated management unit.
The Company’s internal control unit reports directly to the Audit Committee to be certain that the main operations and important financial activities proceed efficiently within the directed guidelines. The Company has its policy on Compliance Control in correspondence with the concerned law and related regulations.
The Company’s Board of Directors appoints the Sub - Committees to make details screening by regulating their responsibilities and scope of duties within each committee. Most members of the Sub - Committees are Independent Directors except the Executive Committee, Risk Management Committee, Corporate Governance Committee and Human Development Committee and the Chairman of the Board will not hold positions as member in all committees. Moreover, it also regulates Independent Directors as Chairman of each committee with exception in the Executive Committee, Risk Management Committee, Corporate Governance Committee and Human Development Committee. At present, the Company has 6 Sub - Committees of the Audit Committee, Nomination and Remuneration Committee, Executive Committee, Risk Management Committee, Corporate Governance Committee and Human Development Committee.
The details concerning the member’ names, duties and responsibilities are listed in topic of Management Structure. The Company’s Board of Directors appoints sub-committees in order to operate and oversee the Company, detailed as follows:
- Audit Committee has duration of 3 years, and consists of 3 Independent Directors (Names and duties of the Audit Committee are listed in Management Structure). The Company’s Board of Directors appoints Mr. Phisit Dachanabhirom, the Independent Director, who has vast knowledge and experiences in financial and accounting field, and to become Chairman of the Audit Committee. In 2017, the Audit Committee had 4 meetings in which all members attended all meetings and consistently reported their operating results to the Company’s Board of Directors. There were 4 meetings that the Audit Committee met privately with the external auditor without the management team being present.
Nomination and Remuneration Committee
The Company’s Board of Directors meeting No. 3/2007, on February 26, 2007, has appointed the Nomination and Remuneration Committee, its scope of authority, and remuneration. The committee consists of 3 qualified persons which has 3 Independent Directors in which one of them is the Chairman of the Nomination and Remuneration Committee, the committee has 3 years duration (Details are listed in the topic of Management Structure).
In 2017, the committee had 2 meetings in which all members attended all meetings. The committee consistently reported their operating results to the Company’s Board of Directors.
The details of important performances in 2017 were summarized as follows:
- Considered the nomination and selection of qualified and suitable person as replacement for the Board of Directors retired member.
- Considered and approved the replacement for the Corporate Governance Committee and Risk Management Committee retired members.
- Considered, reviewed and approved the charter of the Nomination and Remuneration Committee.
- Considered and reviewed the appropriateness of the pattern and criteria of the remuneration.
- Reviewed the annual Directors’ remuneration.
- Considered the Chief Executive Officer’s evaluation criteria.
- Evaluated the performance of the Nomination and Remuneration Committee in 2017.
- Reported their duties to the Board of Directors on regular basis.
The Nomination and Remuneration Committee commented that the stated items were suitable to the utmost long-term benefit for the Company, shareholders and stakeholders.
The Executive Committee consists of 3 qualified persons (Their names are listed in the topic of Management Structure).
In 2017, the Executive Committee had in total of 36 meetings.
The details of important performances in 2017 were summarized as follows:
- Made preparation, suggested and stipulated guideline on business policy of the Company to the Board of Directors.
- Stipulated business plans and administration, and approved the budget for the annual business plan and annual spending budget, including proceed as per business plan and business strategy in accordance with the stated business policy and guideline as stated to the Board of Directors.
- Oversaw, controlled and supervised on the management in accordance with the laid down strategies and plans.
- Other assigned duties given in specific periods by the Board of Directors.
The Executive Committee had performed its duties with caution to its full capability and in relation with good corporate governance policy and code of conduct of the Company’s group for the benefit of the Company, shareholders and stakeholders in the long term.
Risk Management Committee
The Company’s Board of Directors meeting No. 5/2010 on August 16, 2010 had the resolution to appoint, authorize the scope of responsibilities and consider remuneration of the Risk Management Committee. The Committee consisted of 2 qualified persons (The details are listed in the topic of Management Structure).
In 2017, the Company’s Risk Management Committee had 1 meeting to plan, review the system, or evaluate efficiency of the risk management.
The details of important performances in 2017 were summarized as follows:
- Considered major risks of the Company, proceed with risk management and evaluated risk management to be in accordance with strategies and business plan of the Company.
- Supervised and promoted the risk management as planned.
The Risk Management Committee had performed its duties with caution to its full capability and in relation with good corporate governance policy and code of conduct of the Company’s group for the benefit of the Company, shareholders and stakeholders in the long term.
Corporate Governance Committee
The Company’s Board of Directors meeting No. 1/2011 on February 23, 2011 had the resolution to appoint, authorize the scope of responsibilities and consider remuneration of the Corporate Governance Committee. The Committee consisted of 2 qualified persons (The details are listed in the topic of Management Structure).
In 2017, the Corporate Governance Committee had 2 meetings to review and improve the good corporate governance policy, code of conduct manual and other relevant policy as well as follow up the assessment of such policies.
The details of important performances in 2017 were summarized as follows:
- Reviewed the good corporate governance policy and code of conduct manual of RS Group and other relevant policy.
- Promoted the administration works to be in accordance with the good corporate governance policy and code of conduct manual of RS Group and other relevant policy.
- Gave advises on the good corporate governance to the Company’s Board of Directors.
- Set up guidelines and reviewed report on good corporate governance to publish in the annual report.
The Corporate Governance Committee had the opinion that the stated items were appropriate and for the benefits of Company, shareholders and stakeholders in the long term.
The Human Development Committee consists of 3 qualified persons (Their names and responsibilities are listed in
the topic of Management Structure).
In 2017, the Human Development Committee had 4 meeting.
The details of important performances in 2017 were summarized as follows:
- Reviewed and developed the policy, and given guidelines on human development.
- Developed the strategies and techniques on the human development.
- Supervised and supported operations on human development.
- Considered and made decisions on issues concerning the human development as per approved guidelines by the Board of Directors.
The Human Development Committee had performed its duties with caution to its full capability and in relation with good corporate governance policy and code of conduct of the Company’s group for the benefit of the Company, shareholders, and stakeholders in the long term.
The Board of Directors has appointed the Chief Operating Officer to be the Company Secretary, Mrs. Pornpan Techarungchaikul. The Company Secretary duty is to ensure that the Company complies with the Good Corporate Governance of the Stock Exchange of Thailand. The major role and duty of the Company Secretary are as follows:
- Advice the legal, accounting and tax issue and necessary regulations to the Board of Directors.
- Oversee and take care of the Board of Directors’ activities.
- Coordinate the concerned party as to ensure the implementation of the resolutions of the Board of Directors.
The Company Secretary has both accounting and legal knowledge. Additionally, the Company also promotes people who support the work of the Company Secretary and the Company’s Board of Directors to attend the “Company Secretary Program” (CSP) of the Thai Institute of Directors (IOD). Moreover, the legal office has been assigned by the Company to work for the Board of Directors to be in accordance with rules, regulations, or law as a compliance unit.
The Director meetings are arranged at least quarterly and extraordinary meetings in between as deemed necessary. All meetings have apparently set-out agenda and planned meeting date and are intended to consistently monitor company’s performance. In case that the Company does not have a monthly meeting, the Company has the policy to send the monthly operational report to the Board of Directors, so that the Board of Directors can supervise, and control management’s operations consistently and effectively. Invitation, agenda and information hand-outs are duly distributed 7 days prior to the meeting so directors have a chance to familiarize themselves to the issues. The Chairman of the Board of Directors, the Chief Executive Officer and one Independent Director make decision on agendas for the Board of Directors’ meeting with emphasizing that important subjects have to be in the meeting agendas. The Directors can freely submit agenda and the Board of Directors can access necessary information from the Chief Executive Officer. The Independent Director/Audit Committee (the definition and qualification is shown in Management Structure) shall attend all meetings. In 2017, there were 4 meetings at the Company’s head office. Every Director attended all meetings except Mr. Darm Nana was unable to attend 1 meeting due to his personal commitment.
If any Director has significant conflict of interest in any agenda, such Director shall not attend the meeting during the consideration of that agenda.
In addition, the Board of Directors’ minimum quorum for meeting resolution must not be less than two third of total number of Directors.
The Company’s Board of Directors has its policy in allowing the non-Executive Directors to conduct their own meeting as deem necessary. This is to debate all issues concerning management without the Executives’ presence, and the Chief Executive Officer will be informed of the result of the meeting.
The Company’s Board of Directors arranges for its self - evaluation annually by using the Company’s self - evaluation form. The Board of Directors will individually and jointly consider their performances for their joint consideration in order to improve for more efficient operations.
Self - evaluation elements consist of the structure and qualification, roles, duties, responsibilities, meeting and duties of the Board of Directors, relationship with management, self - development of the Board, and development of Executives.
In addition, the Nomination and Remuneration Committee shall provide suggestions on regulations for the evaluation on performance of Chief Executive Officer and propose for the approval of the Board of Directors. Results of the performance will be evaluated by the evaluation form specified by the Nomination and Remuneration Committee and to be evaluated by the Company’s Board of Directors which only consists of Independent Directors for further consideration and improvement.
The Company’s Board of Directors arranged for its self - evaluation on yearly basis. On February 21, 2018, the Company’s Board of Directors’ meeting No. 1/2018, had made annual consideration on self - evaluation of the Company’s Board of Directors of 2017, so that the Company’s Board of Directors could jointly consider the performances, and problems for further improvement. Results on performance of the Chief Executive Officer for the year 2017 had been evaluated by the Company’s Board of Directors which consisted of only Independent Directors for further consideration and improvement.
Moreover, the Board of Directors has assessed performance evaluations of all other committees and individual person including Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee, Risk Management Committee, Executive Committee and Human Development Committee.
The Company has clearly and transparently stipulated policy on remuneration for the Chief Executive Officer and Executives. The Company has both short term and long term policies to provide appropriate benefits that are fair and aligned with knowledge, abilities, expertise, duties, responsibilities and individual performance as well as the expected benefit from each Executive that is in line with the Company’s strategy, long term objective and performances in both short term and long term, including to be within the similar level of the same industry. The Executives’ remuneration policy has been approved by the shareholders. During the Extraordinary Shareholders’ meeting No. 1/2003, the Company’s Board of Directors’ meeting No. 5/2003 and the Annual General Meeting of Shareholders 2013, remuneration for Directors was approved to be within the similar level of the same industry which was high enough to attract the qualified Directors and be in accordance with the Company’s operating results. For Chief Executive Officer’s performance evaluation, the Nomination and Remuneration Committee regulated the performance evaluation of Chief Executive Officer and proposed for the approval of the Board of Directors. Also, the Chief Executive Officer’s performance was evaluated by the Company’s Board of Directors which only consisted of Independent Directors (The details of remuneration for the Directors and Executives were listed in the topic of Management Structure).
The Company’s Board of Directors has the policy on assigning the present Director to introduce new Director to the Company, and lecturing on the summarization of the Company’s business plan, operating results, strategy, competitive situations, vision, corporate culture, corporate governance, business ethics and other details concerning the Company’s operation etc.
The Company’s Board of Directors has the policy to create and develop new knowledge for Directors and Executives by encouraging them to attend seminars and meetings which provide useful topics that have been arranged by the Thai Institute of Directors and other related organizations in order to support efficient operations, with all costs to be financially supported by the Company. In 2017, the Company has supported for the training detailed as follows:
2017 Training Courses
|Mrs. Pornpan Techarungchaikul||Director,
Chairman of the Corporate Governance Committee,
Chairman of the Risk Management Committee,
Chairman of the Human Development Committee,
Company Secretary and Chief Operating Officer
|Capital Market Academy Leader Program (Batch 23),
Capital Market Academy
The Company’s Board of Directors supports the arrangement of succession plan that will assist in smooth operation of the Company. Moreover, the Board of Directors also makes preparation for the executive development program for the succession plan of the Chief Executive Officer and high level Executives in case that they cannot perform their duties. This is to reduce risks from dis-continuation in corporate management with the following procedures:
- The Executive Committee and Human Development Committee shall consider and select high potential Executives for further development and preparation.
- The Human Development Committee shall develop the assigned group by preparing for the high level development plan for high level Executives.
- The Executive Committee and Human Development Committee shall together make the appropriate selection on candidates for the positions of the Chief Executive Officer and high level Executives. For the selected position of the Chief Executive Officer, the selection shall proceed to the Nomination and Remuneration Committee, and the Company’s Board of Directors for consideration.
- The Nomination and Remuneration Committee shall make consideration on the proposed person concerning the suitability, knowledge and competency that will benefit the Company with other necessary related information for proposal in the Company’s Board of Directors meeting for further appointment.
The Company’s Board of Directors realizes that financial and non-financial information result in decision making impact on
investors and stakeholders. Hence, disclosure on information shall be importantly correct, complete, transparency and adequate
through various media channels of the Stock Exchange of Thailand, and the Company’s website. Moreover, meetings have been
arranged between the Company’s Management team and equity analysts, institutional fund and general investors in order to
have question and answer sessions equally. The Company assigns the “Investor Relations Unit” to communicate and provide
services on information, corporate news, and the Company’s various activities to institutional investors, shareholders,
analysts, related government agencies, and the general investors. The Investor Relations Department can be reached at
Telephone No. : +66 938 4307 and +66 2511 0555 ext 1496
Website : http://www.rs.co.th/investor.html
Facebook : http://www.facebook.com/pages/rs-ir/256459961140733
Twitter : https://twitter.com/rs_ir OR
E-mail Address: email@example.com
In 2017, the Company disclosed information about the Company through the following activities:
- Analyst meetings were held, to discuss the Company’s operating results on a quarterly basis. Analysts got to meet the management who answered questions on various issues. Meeting documents were made available through the company’s website.
- Attendance at events held by The Stock Exchange of Thailand and the securities companies to meet institutional investors and foreign investors, including the CEO Lunch Talk by CLSA, Our Day with Executive Management by Phatra, Thailand Media & Electronics Corporate Day by dbTISCO, Thailand Focus 2017 "Establishing the New Engine”, and Media Day by Bualuang Securities. The Company also provided opportunities for investors and shareholders to meet with senior management of the Company who answered questions concerning various issues and to learn the direction of future operations, including new businesses and new strategies that the Company has been involved with during the year.
- The management and investor relations teams met with analysts, investors, and funds in foreign countries, including the United States, Hong Kong, Malaysia and Singapore. Topics discussed included the overall economy in Thailand, the overview of the Company and the high growth of the Health and Beauty business.
- Also, the Company prepared an annual information statement (Form 56-1) and Annual Report (Form 56-2), published on the SET Community Portal (SCP) of the Stock Exchange of Thailand as well as on the Company's website. The Company's Annual Report has been distributed to shareholders annually; copies were also provided for the shareholders at the Annual General Meeting of Shareholders.
The Board of Directors Meeting No. 3/2007 held on February 26, 2007 had its resolution to appoint the Nomination and Remuneration Committee and also approved the responsibilities of the Nomination and Remuneration Committee. Hence, personnel selection for the Company’s Director must proceed through the Nomination and Remuneration Committee. The Director’s selection procedures must be done by the Nomination and Remuneration Committee whose consideration will be based as per qualification in section 68 of the Public Company Limited Act B.E. 2535 (1992) and the related announcements of the Securities and Exchange Commission. Moreover, considerations will be based on ability, experiences, knowledge and specific skill for the benefit and development of Company’s business, and dedicating their times and efforts in conducting their duties. Then, the list will be submitted to the Board of Directors and shareholders’ meeting for approval.
To appoint the Board of Directors, the shareholders’ meeting appoints the Director based on majority scores with the following regulations and guidelines:
- One shareholder has one vote per one share.
- Shareholders can vote for each directorial appointment.
- Persons who receive the highest sequential votes will be appointed as Directors equal to the required number of that particular election. In the case of any persons receiving equal sequential votes which are more than the required number, the Chairman will make the final decision.
The Company Board of Directors has stipulated the qualification for director selection so that it will correspond with the business operations’ strategy of the Company, and contains diversity for those who perform their duties as Directors. Consideration will be made for the shortage skill presented in the Board of Directors including profession, specialized skill, and gender, etc. Hence, in 2015, the Board of Directors consists of 1 female Independence Director to add variety in the Board of Directors’ structure. Moreover, the Board of Directors also uses the information in the director pool to search for the new director but the qualification is still not suitable to the Company at the time. For the Director selection, the Board of Directors prepares the Board Skill Matrix to specify qualification of the required director with consideration from business operations’ strategy of the Company.
The Company’s Board of Directors consists of 4 non-Executive Directors (3 Independent Directors), and 4 Executive Directors. The details of each Director are listed in the topic of Board of Directors.
The Chairman of the Board of Directors is the same person as the Chief Executive Officer, and represents major shareholder. However, as structure of the Company’s Board of Directors consists of one third of Independent Directors, which shall have check and balance in business operations.
The Company’s Board of Directors acknowledges that the 3 Independent Directors have qualified as per regulations stipulated by the Company as detailed in the topic of the Company’s Management Structure. The Company’s Board of Directors is in agreement and appoints Mr. Phisit Dachanabhirom, the Independent Director, who has vast knowledge and experiences in financial and accounting field, to become Chairman of the Audit Committee.
The Company’s Board of Directors has stipulated suitable qualifications for persons to hold this position as person with knowledge, experiences, and specific capability for Company’s benefit. This includes dedicating time, knowledge, capability and effort in performing duty for the Company. There is also regulations for all Directors and high level Executives* to report their securities holding consistently to the Company’s Board of Directors.
The Director, in the Company’s Board of Directors, is not allowed to hold position as Director in the registered companies of more than 3 companies, and Executive Director is not allowed to hold position as Director in other registered companies of more than 2 companies. This includes holding position as Director of the Company’s Chairman of Executive Committee and high level Executive* in other registered companies must be approved by the Company’s Board of Directors beforehand.
The Director or the high level Executive of the Company must not be employed as employee or partner of the Company’s external auditor company during the past 2 years.
Remark * means Executive under definition of the SEC.
The Company’s Board of Directors participates in regulating vision, mission, duty, strategy, target, business plan and budget of the Company. This also includes supervision on the Management team to proceed as business plan, and agreed budget efficiently and effectively, arrangement on good corporate governance policy, internal control system, internal auditing and suitable risk management and policy, including consistently follow up on operating performances in the Board of Directors’ meeting. Moreover, the Board of Directors has to make consideration on regulations and separation of duties, and responsibilities clearly among the Board of Directors, Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Governance Committee, Executive Committee, Human Development Committee and the Chief Executive Officer.
The Board of Directors Meeting No. 4/2017 and 1/2018 on November 14, 2017 and February 21, 2018 respectively, the Board of Directors reviewed and approved the Company’s vision and mission at least once a year.
The Company’s Board of Directors evaluated adequacy of internal control and result on risk management and compliance with the good corporate governance policy at least once a year and these considerations were made on February 21, 2018, the Company’s Board of Directors meeting No. 1/2018.
Nominations and voting for appointment as a Director, Executive or for controlling interest in subsidiaries and associated companies must be approved by the Board of Directors in writing. The exception is when such company is small and considered to be operating arms of the Company. The Board of Directors delegates the Chief Executive Officer as the appointee. The person appointed to the Board of Directors, as the Executive, or as the controlling interest in subsidiaries or associated companies has a responsibility to ensure the best interests of its subsidiaries or associates in accordance with the policies of the parent company. The Company has also determined that the person who has been appointed must be approved by the Board prior to the vote or when voting on important matters. Similarly, Board approval must be sought if this measure is carried out by the Company itself.
In addition, in the case of a subsidiary, the person appointed by the Company must ensure that the subsidiary is subjected to regulations in relation to the connected transaction with the Company. Data and accounting records should be kept for auditing. The consolidated financial statements should also be collected and prepared by the deadline, the established system of internal controls should be appropriate and tight enough, and all processes should be done legally and according to relevant guidelines.
During 2017, the Company has conformed to the Good Corporate Governance except for the following instant:
- The Executive Directors’ remunerations that have been received as the Directors of other companies were not disclosed as it is not information of the Company.
- The Chairman of the Board of Directors is the same person as the Chief Executive Officer, and represents major shareholder. However, as structure of the Company’s Board of Directors consists of one third of Independent Directors, which shall have check and balance in business operations.
- The Director did not set out the term of the position for Independent Director not more than 9 years as the Director commented that Independent Director has knowledge, ability and long-term experiences. To serve as a long-term Independent Director will be able to more in-depth understand the Company’s operation.
- The Company did not require the Director and high level Executives to report at least 1 day before trading date to the Board of Director or those who are assigned about stock trading. As the Company sets out rules and regulations as well as policy of the use of the company’s internal information.
The Company has announced to the department head to understand their responsibilities in reporting the number of the Company’s shares held by them, their spouses and their children who are considered as minors, and any changes made to the holdings, to the Securities and Exchange Commission, in accordance with Article 59, where the penalty is indicated in Article 275 of the Securities and Exchange Act B.E. 2535 (1992). Apart from the legislative measures, the Company has the policy covering the internal information usage written in the Code of Conduct for the group, approved by the Board of Directors on March 1, 2006, to serve as a guideline to all Directors, Executives and employees. The code of conduct was reviewed, improved and approved by the Board of Directors Meeting No. 1/2018 held on February 21, 2018. In addition, the Company has laid out rules and regulations on the use of the company’s internal information as follows:
- The Directors, Executives, staff members and the employees of the Company are obliged to treat the internal information of the Company with confidentiality.
- The Directors, Executives, staff members and the employees of the Company shall not directly or indirectly disclose confidential or internal information of the Company for the personal benefit of any individual.
- The Directors, Executives, the staff members and the employees of the Company shall not buy, sell, transfer or receive the Company’s assets by using the confidential or internal information that may cause direct or indirect damage to the Company.
The above mentioned regulations include the spouses or a person who cohabits as husband and wife, parents, descendant, adopter or adopted and brothers and sisters of full blood or brothers and sisters of half blood of the Board of Directors, the staff members and employees of the Company. Any violation of the Company’s regulations shall be considered a serious breach of those regulations which could lead to a penalty ranging from a verbal warning to being asked to leave the Company. Since 2008, the Company’s Board of Directors has specified the policy forbidding Directors, and high level Executives to trade the Company’s stock during the periods of 3 weeks before publishing of the financial statements, and 2 days after disclosing of the financial statements.
Remuneration from auditing service
The Company and its subsidiaries have paid the audit fees to PricewaterhouseCoopers ABAS Co., Ltd., the Company’s auditing company for the year 2017, that includes person or business related to the auditors and auditing office under the auditing company during the past year, to the amount of 4.95 million baht which separates into 1.10 million baht from the Company and 3.85 million baht from its subsidiaries.
The Company and its subsidiaries have paid the fees to PricewaterhouseCoopers ABAS Co., Ltd. to review the form of summarized annual license fee (Nor Sor 1) and the form of revenue by category (Nor Sor 2), announced by the NBTC on License Fees for Operating Radio or Television Broadcasting Business B.E. 2555 (2012), amounted to 0.45 million baht which separates into 0.15 million baht from the Company and 0.30 million baht from its subsidiaries.